Transaction Expenses Adjustment Sample Clauses

Transaction Expenses Adjustment. If Transaction Expenses, as finally determined pursuant to Section 3.1(b)(ii), are less than Estimated Transaction Expenses, then the Estimated Merger Consideration shall be increased dollar-for-dollar by the amount of such shortfall. If Transaction Expenses, as finally determined pursuant to Section 3.1(b)(ii), are greater than Estimated Transaction Expenses, then the Estimated Merger Consideration shall be reduced dollar-for-dollar by the amount of such difference.
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Transaction Expenses Adjustment. (i) If the Closing Date Transaction Expenses (as finally determined pursuant to Section 2.3) exceeds the Estimated Closing Date Transaction Expenses, then the Purchase Price shall be decreased on a dollar-for-dollar basis by a dollar amount equal to the amount of such excess; and
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Transaction Expenses Adjustment. If the Transaction Expenses as finally determined pursuant to Section 1.05(a) above are less than the Estimated Transaction Expenses, such shortfall shall result in an increase in the Estimated Purchase Price in accordance with Section 1.05(a). If the Transaction Expenses as finally determined pursuant to Section 1.05(a) above are greater than the Estimated Transaction Expenses, such excess shall result in a decrease in the Estimated Purchase Price in accordance with Section 1.05(a).
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Transaction Expenses Adjustment. (i) On or prior to September 13, 2013, New News Corporation shall prepare and deliver, or cause to be prepared and delivered, to Remainco a statement reflecting the amount of Transaction Expenses incurred as of that date and that would reasonably be expected to be incurred as of December 31, 2013 (the “Transaction Expenses Amount”), including supporting invoices and calculations relating to such Transaction Expenses (the “Transaction Expenses Statement”).
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Transaction Expenses Adjustment. Subject to Section 2.5(d): (i) if the Closing Date Transaction Expenses (as finally determined pursuant to Section 2.3) exceeds the Estimated Closing Date Transaction Expenses (such excess, the “Transaction Expenses Surplus Amount”), then Parent and Vectron shall pay or cause to be paid (by the Designated Seller or otherwise) to Buyer, by wire transfer of immediately available funds to the bank account or accounts specified by Buyer, a dollar amount equal to the amount of the Transaction Expenses Surplus Amount; (ii) if the Estimated Closing Date Transaction Expenses exceeds the Closing Date Transaction Expenses (as finally determined pursuant to Section 2.3) (such excess, the “Transaction Expenses Shortfall Amount”), then Parent and Vectron shall pay or cause to be paid (by the Designated Seller or otherwise) to Buyer, by wire transfer of immediately available funds to the bank account or accounts specified by Buyer, a dollar amount equal to the amount of the Transaction Expenses Shortfall Amount; and (iii) for the avoidance of doubt, if the Closing Date Transaction Expenses (as finally determined pursuant to Section 2.3) is equal to the Estimated Closing Date Transaction Expenses, no payments will be made by the Parties pursuant to this Section 2.5(c). (d)
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Transaction Expenses Adjustment. (i) If the Estimated Closing Date Transaction Expenses (as finally determined pursuant to Section 2.3) exceeds the Closing Date Transaction Expenses, then the Buyer shall pay to each Seller an amount of such excess in accordance with each Seller’s Aggregate Percentage Interest; and
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Transaction Expenses Adjustment. The Closing Date Cash Payment shall be increased or decreased, on a dollar-for-dollar basis, to the extent that the Transaction Expenses are less than or greater than, respectively, the Estimated Transaction Expenses.
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Related to Transaction Expenses Adjustment

  • Transaction Expenses Whether or not the transactions contemplated hereby are consummated, the Company will pay all reasonable costs and expenses (including reasonable attorneys’ fees of a special counsel and, if reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, any Guaranty Agreement or the Notes (whether or not such amendment, waiver or consent becomes effective), including, without limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, any Guaranty Agreement or the Notes or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, any Guaranty Agreement or the Notes, or by reason of being a holder of any Note; (b) the costs and expenses, including financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Notes and any Guaranty Agreement; and (c) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information with the SVO provided, that such costs and expenses under this clause (c) shall not exceed $3,000. If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI). The Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i) all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes) and (ii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resulting from the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Company, due to (a) any failure of any representation or warranty of the Company in this Agreement to be true and correct in all material respects on the date as of which made and at the time of the Closing (except, in each case, to the extent any representation or warranty expressly relates to a different date, in which case as of such different date) or (b) any failure by the Company to perform or comply in all material respects with any covenant or agreement contained in this Agreement.

  • Collection Expenses The Borrower further agrees, subject only to any limitation imposed by applicable law, to pay all expenses, including reasonable attorneys’ fees, incurred by the holder of this Note in endeavoring to collect any amounts payable hereunder which are not paid when due.

  • CLOSING COSTS AND ADJUSTMENTS All adjustments are made as of settlement date.

  • Acquisition Expenses Any and all expenses incurred by the Company, the Advisor, or any Affiliate of either in connection with the selection, acquisition or development of any Asset, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums.

  • Distribution Expenses Each of the Funds expressly agrees to pay to Service Company, as requested, the Fund’s portion of the actual cost of distributing shares of the Funds, which shall mean its share of all of the direct and indirect expenses of a marketing and promotional nature including, but not limited to, advertising, sales literature, and sales personnel, as well as expenditures on behalf of any newly organized registered investment company which is to become a party of this Agreement pursuant to Section 5.4. The cost of distributing shares of the Funds shall not include distribution-related expenses of an administrative nature, which shall be allocated among the Funds pursuant to Section 3.2(A). Distribution expenses of a marketing and promotional nature shall be allocated among the Funds in the manner approved by the Securities and Exchange Commission in Investment Company Act Release No. 11645 (Feb. 25, 1981):

  • Closing Expenses Seller shall pay for the preparation of the Special Warranty Deed, such deed to substantially conform to the provisions of the deed attached hereto as Exhibit B and incorporated by this reference herein. Seller shall provide and pay for all other documents necessary to perform Seller's obligations under this Contract, its attorney’s fees and for the "Grantor’s Tax". Buyer shall pay for (a) recording the Deed and for preparation and recording of all instruments required to secure the balance of the Purchase Price unpaid at Closing, (b) all recordation and transfer taxes, other than the "Grantor's Tax," (c) its attorney’s fees, (d) all costs of a title examination, a title report, a title commitment and one or more title insurance policies, and (e) all other Closing costs, including without limitation, fees to the Settlement Agent.

  • Closing Fees, Expenses, etc The Administrative Agent shall have received for its own account, or for the account of each Lender, as the case may be, all fees, costs and expenses due and payable pursuant to Sections 3.3 and 10.3, if then invoiced.

  • Litigation Expenses If either party successfully seeks to enforce any provision of this Agreement or to collect any amount claimed to be due under it, this party will be entitled to reimbursement from the other party for any and all of its out-of-pocket expenses and costs including, without limitation, reasonable attorneys' fees and costs incurred in connection with the enforcement or collection.

  • Liquidation and Acquisition Expenses 1. The Actual Unpaid Principal Balance of the Mortgage Loan. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

  • Termination Expenses Termination Expenses are in addition to compensation for Basic and Supplemental Services, and are full compensation for all damages and expenses which are directly or indirectly attributable to termination. Termination Expenses are applicable only to a termination for convenience by Owner and shall be computed as a percentage of the total compensation for Basic Services and Supplemental Services earned to the time of termination, as follows:

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